Does the general release agreement for Cream prevent Releasing Parties from asserting claims against the Franchisor Parties?
Cream Franchise · 2025 FDDAnswer from 2025 FDD Document
any franchise broker), including as to the | | | likelihood of success of the franchise. | | | I have made my own independent determination that I have the capital necessary to fund the | INITIAL: | | franchised business and my living expenses, particularly during the start-up phase. | |
| 1. | Formation: You were formed on | , | under the laws of the State of |
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EXHIBIT B-4 SAMPLE GENERAL RELEASE
JENI'S SPLENDID ICE CREAMS FRANCHISE, LLC
GENERAL RELEASE AGREEMENT
GUARANTOR(S) SPOUSE(S) Sign: Sign: Address: Address: Email Address: Email Address: Sign: Sign: Address: Address: Email Address: Email Address: Sign: Sign: Address: Address: Email Address: Email Address:You and your owners, jointly and severally, on behalf of themselves and their spouses and immediate family members, and each such foregoing person's or entity's respective affiliates, employees, owners, officers, directors, successors, assigns, spouses and immediate family members (the "Releasing Parties") hereby fully and forever unconditionally release and discharge us and our current and former affiliates, parents, subsidiaries, franchisees, area developers, owners, agents, insurers and our and their respective affiliates, employees, officers, directors, successors, assigns, owners, guarantors and other representatives (the "Franchisor Parties"), of and from any and all claims, obligations, debts, proceedings, demands, causes of action, rights to terminate and rescind, liabilities, losses, damages, and rights of every kind and nature whatsoever, and known or unknown, suspected or unsuspected, whether at law or in equity, which any of them has, had, or may have against any of the Franchisor Parties, from the beginning of time to the date of this document (together, Claims"), including any and all Claims in any way arising out of or relating to the Agreement or the relationship of the Releasing Parties with any of the Franchisor Parties. You and your owners, on your own behalf and the other Releasing Parties, further covenant not to sue any of the Franchisor Parties on any of the Claims released by this paragraph and represent that you have not assigned any of the Claims released by this paragraph to any individual or entity.
IF THE FRANCHISED BUSINESS YOU OPERATE UNDER THE FRANCHISE AGREEMENT IS LOCATED IN CALIFORNIA OR IF ANY OF THE RELEASING PARTIES ARE RESIDENTS OF CALIFORNIA, THE FOLLOWING SHALL APPLY:
SECTION 1542 ACKNOWLEDGMENT. IT IS YOUR INTENTION, ON YOUR OWN BEHALF AND ON BEHALF OF THE RELEASING PARTIES, IN EXECUTING THIS RELEASE THAT THIS INSTRUMENT BE AND IS A GENERAL RELEASE WHICH SHALL BE EFFECTIVE AS A BAR TO EACH AND EVERY CLAIM, DEMAND, OR CAUSE OF ACTION RELEASED BY YOU OR THE RELEASING PARTIES. YOU RECOGNIZE THAT YOU OR THE RELEASING PARTIES MAY HAVE SOME CLAIM, DEMAND, OR CAUSE OF ACTION AGAINST THE COCO FRESH PARTIES OF WHICH YOU, HE, SHE, OR IT IS TOTALLY UNAWARE AND UNSUSPECTING, WHICH YOU, HE, SHE, OR IT IS GIVING UP BY EXECUTING THIS RELEASE. IT IS YOUR INTENTION, ON YOUR OWN BEHALF AND ON BEHALF OF THE RELEASING PARTIES, IN EXECUTING THIS INSTRUMENT THAT IT WILL
DEPRIVE YOU, HIM, HER, OR IT OF EACH SUCH CLAIM, DEMAND, OR CAUSE OF ACTION AND PREVENT YOU, HIM, HER, OR IT FROM ASSERTING IT AGAINST THE COCO FRESH PARTIES. IN FURTHERANCE OF THIS INTENTION, YOU, ON YOUR OWN BEHALF AND ON BEHALF OF THE RELEASING PARTIES, EXPRESSLY WAIVE ANY RIGHTS OR BENEFITS CONFERRED BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
YOU ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CONSULTED WITH LEGAL COUNSEL BEFORE EXECUTING THIS RELEASE AND THAT YOU UNDERSTAND ITS MEANING, INCLUDING THE EFFECT OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND EXPRESSLY CONSENT THAT THIS RELEASE SHALL BE GIVEN FULL FORCE AND EFFECT ACCORDING TO EACH AND ALL OF ITS EXPRESS TERMS AND PROVISIONS, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO THE RELEASE OF UNKNOWN AND UNSUSPECTED CLAIMS, DEMANDS, AND CAUSES OF ACTION.
If the franchised business is located in Maryland or if you are a resident of Maryland, the following shall apply: Any general release provided for hereunder shall not apply to any liability under the Maryland Franchise Registration and Disclosure Law.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed and delivered this document on the date stated below.
JENI'S SPLENDID ICE CREAMS FRANCHISE, LLC
a Delaware limited liability company
| INITIAL | THIS | QUESTIONNAIRE | IF | YO | U | ARE | LOCATED | IN, | A | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| RESIDENT | OF, | OR | YOUR | FRANCHISED | BUSINESS | WILL | BE | LOCATED | IN: | ILLINOIS, | ||||||||||
| INDIANA, | MARYLAND, | MICHIGAN, | MINNESOTA, | VIRGINIA, | OR | WISCONSIN |
EXHIBIT C-1 LIST OF CURRENT FRANCHISEES
FRANCHISED OUTLETS AS OF DECEMBER 31, 2024
None.
FRANCHISE AGREEMENTS SIGNED BUT OUTLETS NOT OPENED AS OF DECEMBER 31, 2024
None.
EXHIBIT C-2
LIST OF FRANCHISEES WHO HAVE LEFT THE SYSTEM OR NOT COMMUNICATED
FRANCHISEES WHO HAVE LEFT THE SYSTEM
| I understand that buying a franchise is not a guarantee of success. Purchasing or establishing any business is risky, and the success or failure of the franchise is subject to many variables such as my skills and abilities (and those of my partners, officers, employees), the time my associates and I devote to the business, competition, interest rates, the economy, inflation, operation costs, location, lease terms, the market place generally and other economic and business factors. I am aware of and am willing to undertake these business risks. I understand that the success or failure of my business will depend primarily upon my efforts and not those of Franchisor. | INITIAL: |
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| I received a copy of the FDD at least 14 calendar days before I executed a Franchise | INITIAL: |
| Agreement or paid Franchisor or its affiliates any fees. I understand that all of my rights and | |
| responsibilities and those of Franchisor in connection with the franchise are set forth in these | |
| agreements and only in these agreements. |
Source: Item 23 — RECEIPTS (FDD pages 61–192)
What This Means (2025 FDD)
According to Cream's 2025 Franchise Disclosure Document, the general release agreement is designed to prevent Releasing Parties from asserting claims against the Franchisor Parties. The agreement stipulates that the Releasing Parties "fully and forever unconditionally release and discharge" the Franchisor Parties from any and all claims and liabilities, whether known or unknown, from the beginning of time up to the date of the agreement. This includes claims arising out of or relating to the franchise agreement or the relationship between the parties.
Cream's agreement also includes a covenant where the Releasing Parties agree not to sue the Franchisor Parties on any of the released claims, and they represent that they have not assigned these claims to anyone else. This is further reinforced for franchisees or releasing parties located in or residing in California, with a specific acknowledgment of California Civil Code Section 1542, which addresses the release of unknown claims. By waiving the rights under this section, the Releasing Parties agree to relinquish any claims they may not even be aware of at the time of signing the release.
However, there are some limitations. For instance, if the franchised business is located in Maryland, or if any Releasing Parties are residents of Maryland, the general release does not apply to any liability under the Maryland Franchise Registration and Disclosure Law. Additionally, in states like Illinois, Indiana, Maryland, Michigan, Minnesota, Virginia, or Wisconsin, no statement signed by a franchisee can waive claims under applicable state franchise law, including fraud in the inducement, or disclaim reliance on statements made by the franchisor. This provision supersedes any other term in any document related to the franchise agreement.
In the event of a transfer of the franchise agreement to a wholly-owned entity, Cream requires the signing of a consent to assignment and assignment form, which may include a release of claims against Cream and its affiliates. However, this release does not extend to claims that cannot be released or waived under applicable franchise law. Prospective franchisees should carefully review these provisions with legal counsel to understand the full scope and implications of the general release agreement, especially concerning their rights and potential liabilities.